Certain Collateral Agreements Sample Clauses

Certain Collateral Agreements. Between the date hereof and the Closing Date Seller and Buyer shall in good faith negotiate and finalize the negotiation of (i) each Transfer, Assignment and Assumption Agreement or Assignment and Xxxx of Sale and Assumption Agreement (as well as the Schedules and Exhibits pertaining thereto) for each relevant jurisdiction, (ii) the Lease Agreements for each of the Owned Premises substantially in line with the term sheets attached as Exhibit C (as well as the Schedules and Exhibits pertaining thereto), (iii) the Sublease Agreements for each of the Leased Premises substantially in line with the term sheets attached as Exhibit D (as well as the Schedules and Exhibits pertaining thereto), (iv) the IT Transitional Services Agreement substantially in the form as attached as Exhibit E hereof (as well as the Schedules and Exhibits pertaining thereto), and (v) the Transitional Services Agreement for each relevant jurisdiction which shall be substantially in line with the drafts attached as Exhibit F hereof (as well as the Schedules and Exhibits pertaining thereto). Infineon Technologies AG Confidential
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Certain Collateral Agreements. The Deed of Mortgage Over Shares (or Charge Over Shares to the extent agreed to by the parties), the Registration Agreement, the Pledge Agreement and the Collateral Sharing Agreement will be in form and content reasonably satisfactory to the Corporation and its counsel.
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Certain Collateral Agreements. Between the date hereof and the Closing Date Seller and Buyer shall in good faith negotiate and finalize the negotiation of (i) each Transfer, Assignment and Assumption Agreement or Assignment and Xxxx of Sale and Assumption Agreement (as well as the Schedules and Exhibits pertaining thereto) for each relevant jurisdiction, (ii) the Lease Agreements for each of the Owned Premises substantially in line with the term sheet attached as Exhibit C (as well as the Schedules and Exhibits pertaining thereto), (iii) the Sublease Agreements for each of the Leased Premises substantially in line with the term sheet attached as Exhibit C (as well as the Schedules and Exhibits pertaining thereto), (iv) the IT Transitional Services Agreement substantially in the form as attached as Exhibit E hereof (as well as the Schedules and Exhibits pertaining thereto), (v) the Transitional Services Agreement for each relevant jurisdiction which shall be substantially in line with the drafts attached as Exhibit F hereof (as well as the Schedules and Exhibits pertaining thereto), (vi) the Interim Supply Agreement in the form as attached as Exhibit O hereto (as well as the Schedules and Exhibits pertaining thereto), (vii) the Three Party Agreement with Continued Distributors in the form as attached as Exhibit P hereto (as well as the Schedules and Exhibits pertaining thereto), (viii) the Transitional Logistics Service Agreement for the Distribution Centre in Singapore in the form as attached as Exhibit Q hereto (as well as the Schedules and Exhibits pertaining thereto), (ix) the Transitional Logistics Service Agreement for Forwarding, Logistics and Transport Services in the form as attached as Exhibit R hereto (as well as the Schedules and Exhibits pertaining thereto), (x) the Sales Agency and Service Agreement in the form as attached as Exhibit S hereto (as well as the Schedules and Exhibits pertaining thereto), (xi) the Accounting Services Agreement in the form as attached as Exhibit T hereto (as well as the Schedules and Exhibits pertaining thereto), and (xii) the Mutual Research and Development Agreement in the form as attached as Exhibit U hereto (as well as the Schedules and Exhibits pertaining thereto).” Infineon Technologies AG Confidential
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Certain Collateral Agreements. The Borrower shall deliver the Post-Closing Security Documents, properly executed by all parties thereto, promptly upon request by the Administrative Agent, and in any event not later than sixty (60) days after the date of execution of this Agreement, together with such other documents, instruments, title reports and other information of the type described in Section 7.1.8 as the Administrative Agent may request.
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Related to Certain Collateral Agreements

  • Collateral Agreements Borrower shall deposit with Lender such amounts as may be required by any Collateral Agreement and shall perform all other obligations of Borrower under each Collateral Agreement.

  • Guaranty and Collateral Agreement A counterpart of the Guaranty and Collateral Agreement executed by each Loan Party, together with all instruments, transfer powers and other items required to be delivered in connection therewith.

  • Release of Liens on Collateral (a) The Collateral Trustee’s Liens upon the Collateral will be automatically released:

  • Collateral Agreement The security interests granted to the Administrative Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Administrative Agent pursuant to the Collateral Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Copyright Collateral are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

  • The Security Documents (a) None of the Collateral is subject to any Liens except Permitted Liens.

  • The Security Agreement The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

  • Execution of Collateral Documents The Lenders hereby empower and authorize the Agent to execute and deliver to the Borrower on their behalf the Collateral Documents and all related financing statements and any financing statements, agreements, documents or instruments as shall be necessary or appropriate to effect the purposes of the Collateral Documents.

  • Amendments to Security Documents Except to the extent otherwise expressly set forth in the Guarantee and Security Agreement or the other Loan Documents, no Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens granted under the Guarantee and Security Agreement be spread to secure any additional obligations (excluding (x) any increase in the Loans and Letters of Credit hereunder pursuant to a Commitment Increase under Section 2.08(e), (y) any increase in any Other Secured Indebtedness or Shorter Term Secured Indebtedness permitted hereunder and (z) the spreading of such Liens to any Designated Indebtedness or Hedging Agreement Obligations (as defined in the Guarantee and Security Agreement) as provided for in the Guarantee and Security Agreement), except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required Lenders; provided that, (i) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the Obligors from their respective obligations under the Security Documents and (ii) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the collateral security provided thereby, except that no such consent shall be required, and the Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement to, and in addition to the rights of such parties under the Guarantee and Security Agreement, the Administrative Agent and the Collateral Agent under the Guarantee and Security Agreement may, (1) release any Lien covering property (and to release any such guarantor) that is the subject of either a disposition of property not prohibited hereunder (including, without limitation, any property subject to a participation or repurchase transaction) or a disposition to which the Required Lenders or the required number or percentage of Lenders have consented (and such Lien shall be released automatically (A) to the extent provided in Section 10.03 of the Guarantee and Security Agreement and (B) to the extent permitted hereunder in connection with any property becoming subject to a participation or repurchase transaction), and (2) release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a “Designated Subsidiary” or becomes an Excluded Asset or an Immaterial Subsidiary in accordance with this Agreement or is otherwise no longer required to be a “Subsidiary Guarantor” (including, without limitation, because it ceases to be consolidated on the Borrower’s financial statements), so long as immediately after giving effect to any such release under this clause (2) and any Concurrent Transactions, (A) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers a certificate of a Financial Officer to such effect to the Administrative Agent, (B) either (I) the amount of any excess availability under the Borrowing Base immediately prior to such release is not diminished as a result of such release or (II) the Adjusted Gross Borrowing Base immediately after giving effect to such release is at least 110% of the Covered Debt Amount and (C) no Event of Default has occurred and is continuing.

  • Guarantee and Collateral Agreement By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

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